Callan JMB Inc. filings document the public-company record of a Nevada corporation operating in healthcare logistics, cold-chain fulfillment, emergency preparedness support and pharmaceutical supply-chain services. The company’s Form 8-K reports furnish operating results, business updates, Regulation FD investor materials, material agreements and amendments to common stock purchase arrangements.
Registration statements describe the company’s securities offering, business disclosures, capital structure and risk factors. Proxy materials cover annual-meeting procedures, stockholder voting matters and governance. Recent current reports also document Nasdaq continued-listing compliance matters, including disclosures related to the stockholders’ equity standard for The Nasdaq Capital Market.
Callan JMB Inc. reported lower revenue and higher losses for the three and six months ended June 30, 2026. Quarterly revenue was $1,376,326 and six‑month revenue was $2,482,468, down 17% and 20% from the prior-year periods, mainly from reduced demand for emergency preparedness services by state and local governments.
The company recorded a net loss of $1,231,923 for the quarter and $4,446,977 for the first half of 2026, a 68% larger loss year‑to‑date than in 2025. Cash and cash equivalents were $860,273 at June 30, 2026, with net cash used in operating activities of $2,075,943 for the six months. Total assets were $4,451,058 and stockholders’ equity declined to $681,863.
Management states that recurring losses, negative operating cash flows, a $14,706,991 accumulated deficit, and limited cash raise substantial doubt about the ability to continue as a going concern within one year. To support liquidity, the company is using a $25.0 million Equity Line of Credit, which generated $915,000 of net proceeds and 596,837 shares issued in the first half, and has established a $5.0 million at‑the‑market offering program with no sales to date.
Callan JMB Inc. obtained written consent from holders of approximately 55.9% of its common stock to approve two major actions without a stockholder meeting. First, the company approved issuing 1,000 shares of Series A Perpetual Convertible Preferred Stock with an aggregate stated value of $10,000,000 to acquire substantially all of Reger Oil’s Williston Basin oil and gas assets. These preferred shares are convertible at $2.10 per share into about 4,761,905 common shares, potentially exceeding Nasdaq’s 20% issuance thresholds and creating approximately 54.3% dilution on an as-converted basis relative to the 5,664,868 common shares outstanding as of July 30, 2026.
The Series A Preferred bears no dividends, ranks senior to common stock in liquidation, is not redeemable, carries a 9.9% ownership cap on conversions at any one time, and allows its majority holders to elect two board members and secure board representation for Reger’s CEO as Co‑CEO. Second, the consent approves amending the 2024 Equity Incentive Plan to set the share reserve at 15% of outstanding common stock, with an additional evergreen increase each January 1 from 2027 at the board’s discretion, expanding long‑term equity capacity as the share count grows.
Callan JMB Inc. has received a Nasdaq notice that its common stock no longer meets the $1.00 minimum bid price requirement, based on 30 consecutive business days below that level. The stock continues to trade on the Nasdaq Capital Market under the symbol CJMB.
The company has an initial 180-day compliance period, until December 28, 2026, to regain compliance by achieving at least $1.00 per share for a minimum of ten consecutive business days, or longer if Nasdaq requires. If still noncompliant, a second 180-day period may be available, potentially involving a reverse stock split.
If compliance is not regained within the allowed periods, Nasdaq may initiate delisting, which the company could appeal to a Nasdaq Hearings Panel. Callan JMB states it will actively monitor its share price and consider options, including a reverse split, but there is no assurance it will maintain its listing.
Callan JMB Inc. reports the resignation of Executive Vice President and director Eric Kash, effective June 5, 2026. The company states his resignation was not due to any disagreement over its operations, policies, or practices.
Under a Settlement, Waiver and Release Agreement, Callan JMB will pay Mr. Kash $125,000 in severance in three monthly installments of $41,666.67, plus accrued unused vacation. He retains 187,500 vested stock options, which remain exercisable for their full 10-year term instead of a shorter post-termination window.
The agreement mutually releases claims between the parties, terminates his October 2024 employment agreement and amendment, and includes confidentiality and non-disparagement provisions. The company also notes forward-looking plans to submit a proposal to regain compliance with Nasdaq’s Stockholders’ Equity Requirement within 45 calendar days.
CALLAN JMB INC. director Gerald Dial reported two equity transactions. He made an open-market purchase of 10,000 shares of Common Stock at $0.762 per share, bringing his direct holdings to 12,000 shares. He also received a grant of options covering 25,000 shares of Common Stock that were granted on the first day of the company’s Initial Public Offering. According to the grant terms, the option vests on February 4, 2026 and expires on February 4, 2035, aligning the award with longer‑term company performance.
Callan JMB Inc. entered into an at-the-market Sales Agreement with Alexander Capital, L.P. allowing the company to offer and sell, from time to time, shares of common stock with an aggregate offering price of up to $5,000,000.
Sales will be made as “at the market offerings” under Rule 415, primarily through the Nasdaq Capital Market, and Alexander Capital will act as sales agent on a commercially reasonable efforts basis. Callan JMB will pay a 3.0% commission on gross proceeds, plus capped expense reimbursements, and plans to use net proceeds for working capital and general corporate purposes.
Callan JMB Inc. filed a shelf registration to offer up to $200,000,000 of securities and a related prospectus supplement for an at-the-market facility to sell up to $5,000,000 of common stock through Alexander Capital, L.P. under an ATM Agreement dated May 26, 2026. The company reported 5,646,118 shares outstanding and a public float of approximately $3,394,649 based on a 60-day high of $1.33 per share; the last reported sale price on Nasdaq was $0.78 per share on May 22, 2026.
Callan JMB Inc. reported a weaker first quarter of 2026 with revenue of $1,106,143, down 24% from the prior year, as a key government contract was not renewed and non-government sales declined. Gross profit fell to $427,235, while selling, general and administrative expenses rose 15% to $2,128,423, driven by higher payroll, new office rent, consulting and public-company costs.
The company’s net loss widened to $3,215,054 (loss of $0.59 per share) compared with $1,240,590 a year earlier, reflecting both operating losses and $1,177,223 of ELOC-related transaction expenses plus a $338,229 loss from changes in the fair value of its ELOC derivative liability.
At March 31, 2026, cash stood at $1,415,566 and stockholders’ equity was $1,599,533, below the $2,500,000 minimum required by Nasdaq. After quarter-end, Nasdaq notified the company of this equity deficiency. Management highlights access to an Equity Line of Credit with $23.45M remaining availability and ongoing support from its CEO as key liquidity sources, and believes its plans alleviate substantial doubt about continuing as a going concern over the next twelve months.
Callan JMB Inc disclosure: Bard Associates, Inc. amended a Schedule 13G/A to report beneficial ownership of 239,266 shares of Common Stock (CUSIP 131100109), representing 4.3% of the class. The filing shows shared dispositive power over those shares; voting power is reported as zero.